cp terms of use, rep agreement and tutor agreement · pdf filepart 2: campus representative...

CareerPeer Terms of Use

PART 1: CAREERPEER WEB SITE TERMS OF USE

PART 2: CAMPUS REPRESENTATIVE AGREEMENT

PART 3: TUTOR SIGN-UP OFFER

PART 1:

Introduction; Your Agreement to these Terms of Use.

Welcome to the CareerPeer (“CP”) web site, www.careerpeer.com (the “CP Site”). The

following Terms of Use for the CP Site is a legal contract between you, an individual user or a

single entity (collectively or individually “Users” and you sometimes also referred to as “you”),

and CP regarding your use of the CP Site.

BEFORE USING THE CP SITE, PLEASE READ CAREFULLY THE FOLLOWING

TERMS OF USE. BY REGISTERING FOR, CLICKING “JOIN NOW” OR “SIGN IN”,

AND/OR ACCESSING, BROWSING, AND USING THE CP SITE, YOU ACKNOWLEDGE

THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE

FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES, AND ANY

FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU

DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE

OF THE CP SITE. PLEASE NOTE THAT THIS AGREEMENT AND THE TERMS ALSO

APPLY TO MOBILE APPLICATIONS.

1. ELIGIBILITY. You represent that you are 18 years of age or older and are fully

able and competent to enter into the terms, conditions, obligations, affirmations, representations

and warranties set forth in these Terms and to abide by and comply with these Terms. In any

case, you affirm that you are over the age of 13, as the CP Site is not intended for children under

13. You represent that you are a current undergraduate at one of the following universities:

Brown University, Columbia University, Cornell University, Dartmouth College, Harvard

University, New York University, Northwestern University, Princeton University, Yale

University or the University of Pennsylvania. If you are using or opening an account on the CP

Site on behalf of a company, entity, or organization (collectively “Subscribing Organization”),

then you represent and warrant that you: are an authorized representative of that Subscribing

Organization with the authority to bind such organization to these Terms; and agree to be bound

by these Terms on behalf of such Subscribing Organization.

2. PRIVACY POLICY. Your privacy is important to CP. CP’s Privacy Policy is

hereby incorporated into these Terms by reference. Please read this notice carefully for details

relating to the collection, use, and disclosure of your personal information.

3. YOUR ACCOUNT AND PASSWORD.


(a) Account Information. In order to access important features of the CP Site,

you will have to create an account. You agree that the information you provide to CP upon

registration and, at all other times, will be true, accurate, current, and complete. You also agree

that you will ensure that this information is kept accurate and up-to-date at all times. You

acknowledge, consent and agree that CP may access, preserve and disclose your account

information and User Submission if required to do so by law or in a good faith belief that such

access preservation or disclosure is reasonably necessary to (a) comply with legal process;

(b) enforce the Terms; (c) respond to claim that any User Submission violates the rights of third

parties; (d) to respond if you contact CP; or (e) protect the rights, property or personal safety of

CP, the Users and the public. Additionally, if you provide any information that is inaccurate, not

current or incomplete, or if CP has reasonable grounds to suspect that such information is

inaccurate, not current or incomplete, CP may in its sole discretion terminate your access to the

CP Site or any areas requiring registration and any account(s) you have registered. CP also then

reserves the right to refuse payment during the initial Beta, to those that sign up as “Campus

Representatives”.

4. NOTICES.

(a) You agree we can provide you pertinent notices, and that it is important that

you keep your contact information current or that you may miss out on important notices. We

may provide these notices via a variety of means, including for example via our website, mobile

apps, text message/telephone and email.

(b) You acknowledge that the CP Site, and certain Premium Services, may allow

and enable sharing of information, such as to articles, blog or other posts, advice, mentor

postings, and even job postings. Accordingly, information and other material that you share or

post may be seen by others, such as within private sites/sections within the CP Site or accessible

by any public visitor. We will respect your setting selections designating what email notifications

you would like to receive. Certain actions, such as sending an InMail will be private by default,

and only visible to the addressee(s).

(c) You acknowledge that we are not obligated to publish any information or content, and

further than we may remove any material or content about you or provided by you in our sole

discretion, and without notice.

5. Individual Features and Services. When using the CP Site, you will be subject to

any additional posted guidelines or rules applicable to specific services, and features which may

be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by

reference into the Terms.

6. Modification of the Terms. CP reserves the right, at our discretion, to change,

modify, add, or remove portions of these Terms at any time without notice to you. Please check

these Terms and any Guidelines periodically for changes. Your continued use of the CP Site

after the posting of changes constitutes your binding acceptance of such changes. For any

material changes to these Terms, such amended terms will automatically be effective thirty (30)

days after they are initially posted on the CP Site.


7. CP Site Access; Right to Limit Connections and Interactions.

(a) CP Site Access. CP grants you permission to use the CP Site as set forth in these

Terms, provided that (i) you use the CP Site solely for your personal, private, noncommercial use

(except for specific commercial uses enabled and authorized by the CP Site); (ii) you do not

copy, publicly display or distribute any part of the CP Site in any medium without CP’s prior

written authorization; (iii) you do not alter or modify any part of the CP Site other than as may

be reasonably necessary to use the CP Site for its intended purposes; (iv) you do not engage in

any of the prohibited uses described below; and (v) you will otherwise fully comply with these

Terms. The CP Site is controlled and offered by CP from its facilities in the United States. CP

make no representations that the CP Site is appropriate or available for use in other locations.

Those who access or use the CP Site from other jurisdictions do so at their own risk and are

responsible for compliance with local law.

(b) CP’s Right to Limit Your Connections and Interactivity. You agree that CP has

the right to limit how you connect and interact on our services/the CP Site. Further, we reserve

the right to limit, restrict, suspend or terminate your account if we reasonably believe you are

violating any of the Terms, are in breach of this Agreement, or are acting unlawfully.

8. Ownership; Proprietary Rights.

(a) CP’s Rights. The CP Site is owned and operated by CP. The content, visual

interfaces, interactive features, information, graphics, design, compilation, computer code,

products, software, services, and all other elements of the CP Site that are provided by CP (“CP

Materials”) are protected by copyright, trade dress, patent, and trademark laws, international

conventions, and all other relevant intellectual property and proprietary rights, and applicable

laws. CP Materials do not include User Submissions (defined below) or any other content

owned by and submitted by Users to the CP Site. All CP Materials contained on the CP Site are

the copyrighted property of CP (or its subsidiaries or affiliated companies if applicable) and/or

third-party licensors. All trademarks, service marks, and trade names contained in the CP

Materials or on the CP Site are proprietary to CP or its affiliates and/or third-party licensors.

Except as expressly authorized by CP, you agree not to sell, license, distribute, copy, modify,

publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or

otherwise make unauthorized use of the CP Materials. CP reserves all rights not expressly

granted in these Terms. User shall not acquire any right, title or interest to the CP Materials,

except for the limited rights set forth in this Agreement.

(b) Your Promises. You represent and warrant that all the information you

provide to us (including your profile information) and/or post will be truthful and accurate, that

you have the right to share any information or content that you provide without violating any

laws, or the intellectual property, privacy, publicity, or other rights of any third party.

(c) Your Grant to Us. You own all of the information and content that you

provide to us, but in providing such materials you grant us a non-exclusive worldwide,

transferable and sub-licenseable right to such materials, including the right to use, copy, modify,

distribute, publish, and process, information and content that you provide through our the CP

Site without any further consent, notice and/or compensation to you or any other party. You


agree that even if you “hide” or “delete” CP “Cards” on the site, CP is allowed to use this

information at all times, regardless of whether the information was “deleted” or “hidden” by the

user on his/her profile. Further, You agree that we may access, store and use any information

that you provide in accordance with the terms of the Privacy Policy and your privacy settings.

Notwithstanding these grants:

(i) You may terminate this license for specific materials by closing your account;

provided, you acknowledge that prior to such removal if materials were stored or shared

by others as part of the CP Site or its services, there may be no ability to delete or recall

such previously shared content, and for materials that we can control it may take a

reasonable time to purge them from systems (and backups).

(ii) We will not include your content in advertisements for the products and services of

others (including sponsored content) to others without your separate consent. However, we have

the right, without compensation to you or others, to serve ads near your content and information,

and your comments on sponsored content may be visible as noted in the Privacy Policy.

(iii) We will not grant others the right to re-publish/share your materials and content

outside the CP Site without first obtaining your permission; provided, depending on your settings

selections, such ability may be enabled/permitted, and you agree and acknowledge it is your

responsibility to set and review your settings governing how others may access, view, share, and

otherwise use and interact with You, your information and your content.

(iii) We may make non-substantive changes to your content for formatting and display

purposes (e.g., translating it, modifying size, layout or file type or removing metadata).

9. User Submissions.

(a) General. The CP Site may now or in the future permit the submission and

posting or linking of media, text, audio and video recordings, photos, commentary or any other

content submitted by you and other users (“User Submissions”), and the hosting, sharing, and/or

publishing of such User Submissions. User Submissions are displayed for entertainment,

marketing and informational purposes only and are not controlled by CP. CP makes no

representations that it will publish or use your User Submissions in any way and may or may not

use your User Submissions in its sole discretion. You understand that whether or not such User

Submissions are published, CP does not guarantee any confidentiality with respect to any User

Submissions.

(b) Grant of Rights. You shall retain all of your ownership rights in your User

Submissions. However, by submitting User Submissions to CP, you hereby grant CP and its

affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-

licensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare

derivative works of, display, perform, and otherwise exploit your User Submissions in

connection with the CP Site and CP’s (and its successor’s) business, including without limitation

for promoting and redistributing part or all of the CP Site (and derivative works thereof) in any

media formats and through any media channels now known or hereafter discovered. You grant

https://www.linkedin.com/legal/privacy-policy


CP and its affiliates and sub-licensees the right to use the name that you submit in connection

with such User Submission if they choose. You also agree to irrevocably waive (and cause to be

waived) any claims and assertions of moral rights or attribution with respect to your User

Submissions. You also hereby grant to each user of the CP Site a non-exclusive license to

access your User Submissions through the CP Site, and to use, reproduce, distribute, prepare

derivative works of, display, and perform such User Submissions as permitted by the

functionality of the CP Site and these Terms. The aforementioned licenses will terminate when

User or CP removes User’s Submission(s) from the CP website.

(c) User Submissions Representations and Warranties. You shall be solely

responsible for your own User Submissions and the consequences of posting or publishing them.

In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or

have the necessary licenses, rights, consents, and permissions to use and authorize CP to use, all

patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions

to enable inclusion and use of User Submissions in the manner contemplated by CP and these

Terms, and to grant the rights and license set forth above, and (ii) your User Submissions, CP’s

use of such User Submissions in connection with the CP Site, and CP’s exercise of the license

rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party

right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of

publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or

invade the right of privacy, publicity or other property rights of any other person; or (c) violate

any applicable law or regulation.

(d) User Submissions Prohibited Uses. In connection with your User

Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations

that could damage CP or any third party; (iii) submit material that is unlawful, defamatory,

libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful,

abusive, racially or ethnically offensive or encourages conduct that would be considered a

criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or

is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate

another person or entity or falsely state or otherwise misrepresent your affiliation with a person

or entity; or (vi) post User Submissions that would be harmful to minors in any manner.

10. Content Disclaimer. You understand that when using the CP Site you will be

exposed to User Submissions and other content (such User Submissions and other content,

collectively, “Content”) from a variety of sources, and that CP is not responsible for the

accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or

relating to such Content. You further understand and acknowledge that you may be exposed to

Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and

hereby do waive, any legal or equitable rights or remedies you have or may have against CP with

respect thereto. CP does not endorse any User Submission or other Content or any opinion,

recommendation, or advice expressed therein. Under no circumstances will CP be liable in any

way for or in connection with any User Submissions or other Content, including, but not limited

to, for any inaccuracies, errors or omissions in any Content, any intellectual property

infringement with regard to any Content, or for any loss or damage of any kind incurred as a

result of the use of any Content posted, emailed or otherwise displayed or transmitted via the CP

Site.


11. Non-Monitoring of Users and Content. You understand that all Content is the

sole responsibility of the person from whom such Content originated. This means that you, and

not CP, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit

or otherwise make available through via the CP Site. CP does not control the Content posted by

Users or otherwise made available by other persons and does not have any obligation to monitor

such Content for any purpose. If at any time, CP chooses, in its sole discretion, to monitor the

Content, CP nonetheless assumes no responsibility for the Content, no obligation to modify or

remove any inappropriate Content, and no responsibility for the conduct of the User submitting

any such Content. You acknowledge that CP may or may not pre-screen User Submissions, but

that CP and its designees shall have the right (but not the obligation) in their sole discretion to

pre-screen, refuse, or remove any User Submission that is available via the CP Site. Without

limiting the foregoing, CP and its designees may, at any time and without prior notice, remove

any User Submission that in the sole judgment of CP violates these Terms or is otherwise

objectionable. You agree that you must evaluate, and bear all risks associated with the use of

any User Submissions or other Content, including any reliance on the accuracy, completeness,

usefulness or legality of such User Submission or other Content.

12. Removal of Content. CP and its designees shall have the right (but not the

obligation) in their sole discretion to refuse or remove any Content that is available on CP Site in

whole or in part at any time for any reason or no reason, with or without notice and with no

liability of any kind.

13. Prohibited Uses.

(a) As a condition of your use of the CP Site, you will not use the CP Site for any

purpose that is unlawful or prohibited by these Terms. Access to the CP Materials and the CP

Site from territories where their access or use thereof is illegal is strictly prohibited. CP Users

are responsible for complying with all local rules, laws, and regulations including, without

limitation, rules about intellectual property rights, the Internet, technology, data, email, or

privacy.

(b) Any use by you of any of the CP Materials and CP Site other than for private,

non-commercial use (except for specific commercial uses enabled and authorized by the CP Site)

is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute,

license, rent or exploit, any portion of the CP Site, use of the CP Site, access to the CP Site, or

Content obtained through the CP Site, for any purpose other than for your personal, private, non-

commercial purposes (except for specific commercial uses enabled and authorized by the CP

Site). Additionally, you agree not to rent, lease, loan, sell, resell, sublicense, distribute or

otherwise transfer any licenses granted herein or any CP Materials (as defined below);

(c) You agree not to defame, harass, abuse, threaten, stalk or defraud users of the

CP Site, or collect, or attempt to collect, personal information about users or third parties without

their consent.

(d) You agree not to impersonate any person or entity, falsely claim an affiliation

with any person or entity, or access the CP Site accounts of others without permission, forge


another person’s digital signature, misrepresent the source, identity, or content of information

transmitted via the CP Site, or perform any other similar fraudulent activity;

(e) You agree not to intentionally interfere with or damage, impair or disable the

operation of the CP Site or any user’s enjoyment of it, by any means, including uploading or

otherwise disseminating viruses, worms, spyware, adware or other malicious code.

(f) You agree not to remove, circumvent, disable, damage or otherwise interfere

with any security-related features of the CP Site, features that prevent or restrict the use or

copying of any content accessible through the CP Site, or features that enforce limitations on the

use of the CP Site.

(g) You agree not to attempt to gain unauthorized access to the CP Site, or any

part of it, other accounts, computer systems or networks connected to the CP Site, or any part of

it, through hacking, password mining or any other means or interfere or attempt to interfere with

the proper working of the CP Site or any activities conducted on the CP Site.

(h) You agree not to obtain or attempt to obtain any materials or information

through any means not intentionally made available through the CP Site. You agree neither to

modify the CP Site in any manner or form, nor to use modified versions of the CP Site, including

(without limitation) for the purpose of obtaining unauthorized access to the CP Site.

(i) You agree that you will not use any robot, spider, scraper, or other automated

means to access the CP Site for any purpose without our express written permission or bypass

our robot exclusion headers or other measures we may use to prevent or restrict access to the CP

Site; additionally, you agree not to forge headers or otherwise manipulate identifiers in order to

disguise the origin of any content transmitted through the CP Site.

(j) You agree not to utilize framing techniques to enclose any trademark, logo, or

other CP Materials without our express written consent. You agree not to use any meta tags or

any other “hidden text” utilizing CP’s name or trademarks without our express written consent.

(k) You agree not to deep-link to the CP Site and will promptly remove any links

that CP finds objectionable in its sole discretion. You agree not to use any CP logos, graphics, or

trademarks as part of the link without our express written consent.

(l) You agree not to make unsolicited offers, advertisements, proposals, or send

junk mail or spam to other users of the CP Site. This includes, but is not limited to, unsolicited

advertising, promotional materials or other solicitation material, bulk mailing of commercial

advertising, chain mail, informational announcements, charity requests, and petitions for

signatures.

(m) You agree not to reverse engineer, decompile, disassemble or otherwise

attempt to discover the source code of the CP Site or any part thereof, except and only to the

extent that such activity is expressly permitted by applicable law notwithstanding this limitation.


(n) You agree not to modify, adapt, translate or create derivative works based

upon the CP Site or any part thereof, except and only to the extent that such activity is expressly

permitted by applicable law notwithstanding this limitation.

(o) You agree not to post anything on the CP Site that is unlawful or that a

reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing,

threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or

otherwise inappropriate, or that degrades others on the basis of gender, race, class, ethnicity,

national origin, religion, sexual preference, disability or other classification.

(p) You agree not to post, e-mail, transmit, upload, or otherwise make available

content that contains any other party’s intellectual property (unless you have the express right to

do so) or violates the privacy, publicity or other personal rights of others.

(q) You agree not to delete the copyright notices or other intellectual property or

other ownership rights or attributions (including without limitation notifications and attributions

as to artwork sources) on the CP Site or on any third party postings/materials accessed via the CP

Site.

14. Dealings with Advertisers. Your correspondence or business dealings with, or

participation in promotions of, advertisers found on or through the CP Site are solely between

you and such advertiser. YOU AGREE THAT CP WILL NOT BE RESPONSIBLE OR

LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF

ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH

ADVERTISERS ON THE CP SITE.

15. Links and Third Party Content. CP or third parties may provide links on the CP

Site to other sites or content (“Reference Sites”). CP has no control over such Reference Sites or

content, and therefore makes no claim or representation regarding, and expressly disclaims

responsibility for, the accuracy, quality, legality, nature, availability or reliability of Reference

Sites or content linked to by the CP Site. CP provides links to you only as a convenience, and

the inclusion of any link on the CP Site does not imply our affiliation, endorsement, or adoption

of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES,

INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON

REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT

YOUR OWN RISK. When you leave the CP Site, our terms and policies no longer govern. You

should review applicable terms and policies, including the privacy and data gathering practices,

of any Reference Sites.

16. Availability of Service. CP may make changes to or discontinue any of the

materials, media, web communities, products, or services available within the CP Site at any

time, and without notice. The materials, media, products, or services on the CP Site may be out

of date, and CP makes no commitment to update these materials on the CP Site.


17. User Disagreements. You alone are responsible for your involvement with other

users. CP reserves the right, but has no obligation, to monitor disagreements between you and

other users.

18. Terms of Use Violations; Termination.

(a) CP. You agree that CP, in its sole discretion and for any or no reason, may

terminate any User account (or any part thereof) you may have at the CP Site or your use of the

CP Site, and (as earlier noted in these Terms) remove and discard all or any part of your account

or any User Submission, at any time. CP may also in its sole discretion and at any time

discontinue providing access to the CP Site, or any part thereof, with or without notice. You

agree that any termination of your access to the CP Site or any account you may have or portion

thereof may be effected without prior notice, and you agree that CP shall not be liable to you or

any third-party for any such termination. CP does not permit infringing activities on the CP Site,

and reserves the right to terminate access to the CP Site, and remove all content submitted, by

any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity

may be referred to appropriate law enforcement authorities. These remedies are in addition to

any other remedies CP may have at law or in equity.

(b) User. If you are dissatisfied with the CP Site, please let us know through an

email to: [email protected]. Your input is valuable to us. Your only other

remedy with respect to any dissatisfaction with (i) the CP Site, (ii) any term of these Terms,

(iii) any policy or practice of CP in operating the CP Site, or (iv) any content or information

transmitted through the CP Site, is to terminate these Terms and your account. You may

terminate these Terms at any time by closing your account and discontinuing your use of any and

all parts of the CP Site. The link for such actions can be found here:

https://careerpeer.com/deactivate

Indemnification; Hold Harmless. You agree to indemnify and hold harmless CP, and its

parent, subsidiaries, affiliates or any related companies (including those which share

substantially common ownership), its suppliers, licensors and partners, and the officers,

directors, employees, agents and representatives of any of them from any and all claims, losses,

obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising

out of (i) your use or misuse of the CP Site; (ii) your User Submissions, including CP’s use,

display or other exercise of its license rights granted herein with respect to your User

Submissions; (iii) your violation of these Terms; (iv) your violation of the rights of any other

person or entity, including claims that any User Submission infringes or violates any third party

intellectual property rights; and (v) your breach of the foregoing representations, warranties, and

covenants. CP reserves the right, at your expense, to assume the exclusive defense and control

of any matter for which you are required to indemnify us and you agree to cooperate with our

defense of these claims. You agree not to settle any matter without the prior written consent of

CP. CP will use reasonable efforts to notify you of any such claim, action or proceeding upon

becoming aware of it.

19. Disclaimers; No Warranties.

https://careerpeer.com/deactivate


(a) No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT

TO APPLICABLE LAW, CP, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS

DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING,

BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY

RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,

OBTAINED BY YOU FROM CP OR THROUGH THE CP SITE WILL CREATE ANY

WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE

THAT AS USED THROUGHOUTSECTIONS 20-22, THE TERM CP INCLUDES CP'S

OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS,

LICENSORS, AFFILIATES AND SUBCONTRACTORS.

(b) “As is” and “As available” and “With All Faults.” YOU EXPRESSLY

AGREE THAT THE USE OF THE CP SITE IS AT YOUR SOLE RISK. THE CP SITE, USER

SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES

OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE

CP SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL

FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY

KIND EITHER EXPRESS OR IMPLIED.

(c) Platform Operation and Content. CP, ITS SUPPLIERS, LICENSORS,

AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE CP MATERIALS, USER

SUBMISSIONS, CP SITE, OR ANY OTHER INFORMATION OFFERED ON OR

THROUGH THE CP SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR

FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT

WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

(d) Accuracy. CP, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND

PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING

THE USE OR THE RESULTS OF THE USE OF THE CP SITE OR ANY REFERENCE SITES

IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(e) Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT

YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION,

MATERIALS, OR DATA THROUGH THE CP SITE (INCLUDING RSS FEEDS) OR ANY

REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL

BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING

YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE

DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

20. Limitation of Liability and Damages.

(a) Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER

NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CP

OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY

PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,

CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT


LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT

OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE

INABILITY TO USE THE CP MATERIALS AND USER SUBMISSIONS ON THE CP SITE

OR ANY REFERENCE SITES, THE CP SITE ITSELF, OR ANY OTHER INTERACTIONS

WITH CP, EVEN IF CP OR A CP AUTHORIZED REPRESENTATIVE HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT

ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR

CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY

NOT APPLY TO YOU. IN SUCH CASES, CP’S LIABILITY WILL BE LIMITED TO THE

EXTENT PERMITTED BY LAW.

(b) Limitation of Damages. IN NO EVENT SHALL CP OR ITS AFFILIATES,

CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS

OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND

CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR

USE OF THE CP SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),

WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT PAID TO

YOU BY CP DURING THE SIX MONTHS PRIOR TO SUCH CAUSE OF ACTION OR ONE

HUNDRED DOLLARS.

(c) Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH

RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES

SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD

PARTIES OTHER THAN CP AND RECEIVED BY YOU THROUGH OR ADVERTISED ON

THE CP SITE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.

21. Limitations by Applicable Law; Basis of the Bargain.

(a) Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT

ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR

LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION,

SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY

NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE

LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY

CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH

LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE

JURISDICTION IN WHICH YOU ARE LOCATED.

(b) Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT CP

HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS

IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF

LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE

LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND

FAIR ALLOCATION OF RISK BETWEEN YOU AND CP, AND THAT THE WARRANTY

DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN

ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CP. YOU

ACKNOWLEDGE AND AGREE THAT CP WOULD NOT BE ABLE TO PROVIDE THE CP


SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE

LIMITATIONS.

22. Digital Millennium Copyright Act Compliance. If you are a copyright owner or

an agent thereof, and believe that any user submission or other content hosted on the CP Site

infringes upon your copyrights, you may submit a notification pursuant to the Digital

Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following

information in writing (see 17 U.S.C § 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner

of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple

copyrighted works on the CP Site are covered by a single notification, a representative list of

such works from the CP Site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of

infringing activity and that is to be removed or access to which is to be disabled, and information

reasonably sufficient to permit CP to locate the material;

(iv) Information reasonably sufficient to permit CP to contact the complaining party, such

as an address, telephone number, and, if available, an electronic mail address at which the

complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material

in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of

perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive

right that is allegedly infringed.

CP’s designated Copyright Agent to receive notifications of claimed infringement is:

Jeffrey D. Klein MD,

email: [email protected] or [email protected] , telephone: +1 914 582

4825

23. Dispute Resolution and Arbitration.

(a) Governing Law. These Terms will be governed by and construed in accordance

with the laws of the State of New York, without giving effect to any principles of conflicts of

law.

(b) ADR Arbitration. For any claim related to these Terms of Use or the CP Site,

excluding claims for injunctive or other equitable relief, where the total amount sought is less

mailto:[email protected]



than ten thousand U.S. Dollars ($10,000.00 USD), CP may in its sole discretion enable at any

point in or during a dispute or proceeding the ability to resolve the claim through binding non-

appearance-based arbitration. To the extent CP enables such option, You agree to utilize such

arbitration process with respect to any such applicable claims. A party electing arbitration shall

initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed

upon by the parties. The ADR provider and the parties must comply with the following rules: (a)

the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online,

or based solely on written submissions; (b) the arbitration shall not involve any personal

appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c)

any judgment on the award rendered by the arbitrator may be entered in any court of competent

jurisdiction.

(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating

to these Terms or CP will be filed only in the state or federal courts in and for Manhattan

County, New York, and you hereby consent and submit to the personal and exclusive jurisdiction

of such courts for the purposes of litigating any such action.

25. Miscellaneous.

(a) Notice. CP may provide you with notices, including those regarding changes

to these Terms, by email, regular mail or postings on the CP Site. Notice will be deemed given

twenty-four hours after email is sent, unless CP is notified that the email address is invalid.

Alternatively, we may give you legal notice by mail to a postal address, if provided by you

through the CP Site. In such case, notice will be deemed given three days after the date of

mailing. Notice posted on the CP Site is deemed given 30 days following the initial posting.

(b) Report Violations; Questions. You agree that you will report any violations

of the Terms to CP at the following: [email protected]. Additionally, if you

have any questions or comments about these Terms, please contact

[email protected].

(b) Waiver. A provision of these Terms may be waived only by a written

instrument executed by the party entitled to the benefit of such provision. The failure of CP to

exercise or enforce any right or provision of these Terms will not constitute a waiver of such

right or provision.

(c) Severability. If any provision of these Terms shall be unlawful, void, or for

any reason unenforceable, then that provision shall be deemed severable from these Terms and

shall not affect the validity and enforceability of any remaining provisions.

(d) Assignment. The Terms and related Guidelines, and any rights and licenses

granted hereunder, may not be transferred or assigned by you, but may be assigned by CP

without restriction. Any assignment attempted to be made in violation of these Terms shall be

void.

(e) Independent Contractor. You agree that no joint venture, partnership,

employment, or agency relationship exists between you and CP as a result of these Terms or use

of the CP Site. You further acknowledge that by submitting User Submissions or other Content,




no confidential, fiduciary, contractually implied or other relationship is created between you and

CP other than pursuant to these Terms.

(f) Survival. All terms that would customarily survive termination of such

Terms, including Sections 8, 9, 18 19, 20, 21, 22, 23, 24 and 25, will survive any termination of

these Terms.

(g) Headings. The heading references herein are for convenience purposes only,

do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the

provisions hereof.

(h) Entire Agreement. This is the entire agreement between you and CP relating

to the subject matter herein and supersedes all previous communications, representations,

understandings and agreements, either oral or written, between the parties with respect to said

subject matter. The Agreement shall not be modified except in a writing, signed by both parties,

or by a change to these Terms or Guidelines made by CP as set forth in accordance with the

terms herein.

(i) Claims. YOU AND CP AGREE THAT ANY CAUSE OF ACTION

ARISING OUT OF OR RELATED TO THE CP SITE MUST COMMENCE WITHIN

ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH

CAUSE OF ACTION IS PERMANENTLY BARRED

Last Updated: August 19, 2017


PART 2:

CAMPUS REPRESENTATIVE AGREEMENT

INTRODUCTION

Welcome to the Campus Representative Agreement (“Rep Agreement”)! We hope you will

want to help spread the word about CareerPeer.com, Inc. (sometimes referred to as “CP”) and

our CP Site, and importantly help us find great Tutors (as defined below) that can mentor

students (in fact anybody) in preparing to interview for jobs. The terms of this Rep Agreement

confirm how you can become a campus representative (“Campus Rep”) for CP. If you are

reading this, you should have already read/agreed to our Terms of Use above (“Terms of Use”);

acceptance of this Rep Agreement is expressly conditioned on your also agreeing to/accepting

the Terms of Use, and accordingly by clicking “Accept” on the “Welcome Page”

(CareerPeer.com “Get Started” section) you are confirming that you are accepting the Terms of

Use and the Campus Rep Agreement (if the Campus Rep agreement is applicable to you). If you

are not a Campus Rep, acceptance of the Terms of Use does not cover this section because it

does not apply to you. All terms not otherwise defined herein shall have the same meaning as set

forth in the Terms of Use.

If you agree to become a Campus Rep you will be performing work for CP on a short-

term basis, as an independent contractor; additionally, you will agree to certain responsibilities,

and subject to satisfactory performance, will be compensated by the terms set out in this Rep

Agreement. Cool? If this sounds good and you’d like to earn some money helping us, then read

on; importantly, we remind you that the “Terms” (which within this Rep Agreement shall

generally refer to the terms of the Rep Agreement rather than the general Terms of the Terms of

Use) include the below Deal Terms and the related Standard Terms and Conditions, so please

read all carefully. Also, we want to let you know that we have limited availability to engage

Campus Reps, and accordingly there is no guarantee that positions will remain open/available; in

the event that we unfortunately cannot accept you as a Campus Rep, the Campus Rep Agreement

will be removed from the “Terms of Use” agreement document.

DEAL TERMS

OK: HERE’S WHAT YOU NEED TO DO TO BECOME A CAMPUS REP

The Terms for this Rep Agreement constitute a legal contract between you

(“Representative” or sometimes also referred to as “You”), and CareerPeer.com, Inc., a

Delaware corporation, regarding Your role as a Campus Rep.

Please print a copy of this Rep Agreement for your future reference.


NOW THEREFORE, in consideration of the mutual promises and the covenants

contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree

as follows:

1. Eligibility

You represent that you are 18 years of age or older and are fully able and competent to enter into

the terms, conditions, obligations, affirmations, representations and warranties set forth in these

Terms and to abide by and comply with these Terms.

2. Services

You shall perform the following services (“Services”) for CP if your time allows:

• Sending out (“blasting”) emails to individuals, to recruit Tutors/Users to sign up

with CP; CP will provide you with forms of emails with a unique referral code

embedded (“Your ID”) to associate the activity with You.

• Blasting emails to mailing lists, to recruit Tutors/Users to sign up with CP; CP

may provide you with forms of emails or local serve lists with Your ID embedded

to associate the activity with You.

• Organizing on campus or other local activities to promote CP, such as setting up a

booth at job fairs or other applicable events to help recruit Tutors.

• Performing other marketing activities from time to time to help generate

awareness and interest in CP, and for recruitment of Tutors and potential users of

the CP Site.

• As reasonably requested by CP, You will periodically keep CP advised as to Your

progress in performing the Services. Accordingly, You may be asked, as

reasonably requested by the CP, and not more frequently than on a monthly basis,

to complete short online reports with respect to such progress and respond to

routine questionnaires.

Also, at our discretion, we may provide you some gear (!) to help promote CP—at minimum, we

will provide you a t-shirt and fidget spinner.

3. Compensation.

A. What You Can Earn. CP agrees to pay Representative the following

compensation for Representative’s performance of the Services:

• Ten Dollars (US$10.00) for each unique/new Tutor that uses Your ID signing up

for CP (the “Recruiting Fee”). These Tutors must be current undergraduates

attending any of the schools laid out in the Terms of Use.


• A bonus of three thousand dollars (US$3,000), if Representative signs up the most

Tutors (of any representative) for CP during the period commencing August 20,

2017 and September 30, 2017 (“Bonus Period”). A bonus of two thousand dollars

(US$2,000), if Representative signs up the second most Tutors for CP during the

Bonus Period. A bonus of one thousand dollars (US$1,000), if Representative

signs up the third most Tutors for CP during the Bonus Period. A bonus of five

hundred dollars (US$500), if Representative signs up the fourth most Tutors for

CP during the Bonus Period. A bonus of two hundred fifty dollars (US$250), if

Representative signs up the fifth most Tutors for CP during the Bonus Period. At

its discretion, CP may implement a second bonus period with respect to the period

from October 1, 2017 – December 1, 2017 (“Second Bonus Period”); in such

case, CP will notify You and unless otherwise advised, the same terms will apply

to the Second Bonus Period as the Bonus Period.

B. Payment Terms. We will pay You the Recruiting Fee as follows:

(1) For Tutors signed up between the Effective Date of this Agreement

and September 30, 2017, we will pay you on or before November 15, 2017;

(2) For Tutors signed up between October 1 and December 1, 2017,

we will pay you on or before December 31, 2017.

Any and all payments due to you will be paid by CP via Chase QuickPay system; accordingly, to

provide you payment, we will need you to provide emails (we will use the emails associated with

your CP accounts).

For the purposes of this Rep Agreement and applicable compensation, a “Tutor” shall mean an

individual that signs up as a Tutor on the CP Site (adds a minimum of one “I Can Help With”

card), and enters into a Tutor Agreement (“Tutor Agreement”) committing to be a Tutor for a

minimum of sixty (60) days. For the avoidance of doubt, You may also be a Tutor for CP;

responsibilities and any applicable compensation for serving as a Tutor are separate and

independent from this Rep Agreement, and are solely governed by the Tutor Agreement should

you accept such Tutor Agreement.

STANDARD TERMS AND CONDITIONS TO CAMPUS REP AGREEMENT

1. Confidentiality

A. Definition of Confidential Information. “Confidential Information”

means any non-public information that relates to the actual or anticipated business and/or

products, research or development of CP, its affiliates or subsidiaries, or to CP’s, its affiliates’ or

subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research,

product plans, or other information regarding the CP’s, its affiliates’ or subsidiaries’ products or

services and markets therefor, customer lists and customers (including, but not limited to,

customers of CP on whom Representative calls or with whom Representative becomes

acquainted during the term of this Rep Agreement), software, developments, inventions,


processes, formulas, technology, designs, drawings, engineering, hardware configuration

information, marketing, finances, and other business information disclosed by CP, its affiliates or

subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of

premises, parts, equipment, or other property of CP, its affiliates or subsidiaries. Notwithstanding

the foregoing, Confidential Information shall not include any such information which

Representative can establish (i) was publicly known or made generally available prior to the time

of disclosure to Representative; (ii) becomes publicly known or made generally available after

disclosure to Representative through no wrongful action or inaction of Representative; or (iii) is

in the rightful possession of Representative, without confidentiality obligations, at the time of

disclosure as shown by Representative’s then-contemporaneous written records.

B. Nonuse and Nondisclosure. During and after the term of this Rep

Agreement, You will hold in the strictest confidence, and take all reasonable precautions to

prevent any unauthorized use or disclosure of Confidential Information, and You will not (i) use

the Confidential Information for any purpose whatsoever other than as necessary for the

performance of the Services on behalf of CP, or (ii) disclose the Confidential Information to any

third party without the prior written consent of an authorized representative of CP. You may

disclose Confidential Information to the extent compelled by applicable law; provided however,

prior to such disclosure, You shall provide prior written notice to CP and seek a protective order

or such similar confidential protection as may be available under applicable law. You agree that

no ownership of Confidential Information is conveyed to You. Without limiting the foregoing,

You shall not use or disclose any CP property, intellectual property rights, trade secrets or other

proprietary know-how of CP to invent, author, make, develop, design, or otherwise enable others

to invent, author, make, develop, or design identical or substantially similar materials as those of

CP. You agree that Your obligations under this section shall continue after the termination of this

Rep Agreement.

C. Other Client Confidential Information. You agree that You will not

improperly use, disclose, or induce CP to use any proprietary information or trade secrets of any

former or concurrent employer of Representative or other person or entity with which You have

an obligation to keep in confidence. You also agree that You will not bring onto CP’s premises

or transfer onto CP’s technology systems any unpublished document, proprietary information, or

trade secrets belonging to any third party unless disclosure to, and use by, CP has been consented

to in writing by such third party.

D. Third Party Confidential Information. You recognize that CP has

received and in the future will receive from third parties their confidential or proprietary

information subject to a duty on CP’s part to maintain the confidentiality of such information and

to use it only for certain limited purposes. You agree that at all times during the term of this Rep

Agreement and thereafter, You owe CP and such third parties a duty to hold all such confidential

or proprietary information in the strictest confidence and not to use it or to disclose it to any

person, firm, corporation, or other third party except as necessary in carrying out the Services for

CP consistent with the CP’s agreement with such third party.


2. Ownership

As between You and CP, CP retains all right, title, and interest in the CP Site, all

marketing and ancillary materials relating thereto, any mailing lists provided to You, and all

applicable intellectual property rights in each of the foregoing. You acknowledge and agree that

You (all Campus Reps and Tutors) obtain no ownership rights in the CP Site, any and all

marketing and ancillary materials relating thereto, any mailing lists provided to You by CP or by

any designee/representative of CP in relation to this Rep Agreement, or any intellectual property

rights in each of the foregoing under the terms of this Rep Agreement.

3. Services Only To Be Performed By You; Return of Materials

A. Conflicting Obligations. You represent and warrant that You have no

agreements, relationships, or commitments to any other person or entity that materially conflict

with the provisions of this Rep Agreement, Your obligations to CP hereunder, and/or Your

ability to perform the Services. You further agree that you will not enter into any such

conflicting agreement during the term of this Rep Agreement.

B. No Sub-Contracting. You shall perform the Services personally, and shall

not subcontract Services or elements thereof.

C. Return of CP Materials. Upon the termination of this Rep Agreement, or

upon CP’s earlier request, You will immediately deliver to CP, and will not keep in your

possession, recreate, or deliver to anyone else, any and all CP property, including, but not limited

to, Confidential Information, all devices and equipment belonging to the CP, marketing or

collateral material provided to You by CP, all electronically-stored information and passwords to

access such property, records maintained as required in this Rep Agreement and any

reproductions of any of the foregoing items that You may have in Your possession or control.

4. Term and Termination

A. Term. The term of this Rep Agreement will begin on the Effective Date of

this Agreement and will continue until the earlier of (i) December 31, 2017, or (ii) termination as

provided in Section 7.B.

B. Termination. Either party may terminate this Agreement upon giving ten

(10) days prior written notice. Additionally, CP may terminate this Agreement immediately and

without prior notice if You refuse to or are unable to perform the Services or are in breach of any

material provision of this Rep Agreement, including without limitation any of your

representations and warranties.

C. Survival. Upon any termination, all rights and duties of CP and You

toward each other shall cease except:

(1) CP will pay, within forty five (45) days after the effective date of

termination, all amounts owing to You for Recruiting Fees earned (i.e., Tutors that signed up

based on your recruiting) prior to the termination date; no bonus fees shall be due if termination

has occurred before the end of any applicable bonus period; and


(2) All clauses/provisions from these Standard Terms and Conditions

to Campus Rep Agreement, together with all other provisions of the Rep Agreement which may

be reasonably interpreted or construed as surviving expiration or termination of this agreement,

will survive termination or expiration of this Agreement in accordance with their terms.

5. Independent Contractor; Benefits

A. Independent Contractor. It is the express intention of the parties that You

perform the Services as an independent contractor to CP. Nothing in this Agreement shall in any

way be construed to constitute You as an agent, employee or representative of CP. Without

limiting the generality of the foregoing, You are not authorized to bind CP to any liability or

obligation or to represent that You have any such authority. You agree to furnish (or reimburse

CP for) all tools and materials necessary to accomplish the Services and shall incur all expenses

associated with performance. You acknowledge and agree that You are obligated to report as

income all compensation received by You pursuant to this Rep Agreement. You agree to and

acknowledge the obligation to pay all self-employment and other taxes on such income.

B. No Benefits. The parties agree that You will receive no CP-sponsored

benefits from CP where benefits include, but are not limited to, paid vacation, sick leave,

medical insurance and 401k participation. If You are reclassified by a state or federal agency or

court as CP’s employee, You will become a reclassified employee and will receive no benefits

from CP, except those mandated by state or federal law, even if by the terms of CP’s benefit

plans or programs of CP in effect at the time of such reclassification, You would otherwise be

eligible for such benefits.

6. Warranties.

9.1 Mutual Warranties. Each of CP and Representative hereby represent and warrant to

the other that: (a) such party has the right, power and authority to enter into this Rep Agreement

and to fully perform all of its obligations hereunder; (b) entering into this Rep Agreement does

not and will not violate any agreement or obligation existing between such party and any third

party, and (c) in exercising its rights and performing its obligations under this Rep Agreement it

shall comply with all applicable laws.

A party shall give notice to the other party as soon as it is reasonably able to do so after

becoming aware of any material breach of any of the warranties included above. In the event that

a party receives notice from the non-breaching party of any breach of such warranty, the

breaching party shall at its own expense remedy such breach as soon as reasonably possible,

which failure to timely remedy shall be construed as a breach hereunder.

9.2 Representative Warranties. You further represent and warrant that:

A. You will perform all Services in a good and workmanlike manner, using the degree of

skill, care, and judgment consistent with customarily accepted good business practices; in so

acting, you will not take or perform any actions that would undermine the goodwill of CP or its

reputation, and shall recruit Tutors faithfully representing CP, the CP Site, and taking into

account any specific guidelines and instructions provided by CP.


B. You will punctually and fully perform all obligations applicable to this Rep

Agreement;

C. You have the requisite competencies, skill and physical resources necessary to fully

perform the Services in accordance with this agreement and particularly the warranties set forth

herein;

D. In Your performance of Services, You will not infringe any intellectual property

right, performing right, right of privacy, or other proprietary right or interest of any third party.

Additionally, You will not misuse or misappropriate any Confidential Information of CP or a

third party or breach any law or do or perform any acts that are or would be deemed defamatory,

obscene or otherwise unlawful within jurisdictions where CP is reasonably expected to conduct

business;

E. You shall be in compliance with all applicable laws, rules, regulations, orders and

directions enacted within the applicable jurisdiction or issued from time to time by any

competent regulatory authority within the applicable territory with respect to the performance of

Services and provision of information, including without limitation all applicable privacy laws;

F. You shall honestly and to the best of your ability work to optimize the recruitment of

Tutors;

G. You shall not perform or commit any acts that would serve to fraudulently create

identities, create spoofs, or take any action that would inflate or misrepresent the number of

Tutors recruited generally, or with respect to the reporting and calculation of the Recruiting Fee;

H. To the extent you submit elements to CP, to the best of Your knowledge, any such

deliverables will not, at the time of delivery, contain any viruses, worms, time bombs, Trojan

horses and other harmful or malicious code, files, scripts, agents or programs;


9.3 Disclaimer of CP Warranties. ALL MATERIALS PROVIDED TO YOU ARE

PROVIDED OR LICENSED TO YOU ON AN “AS IS” BASIS. CP DOES NOT WARRANT

THAT ANY MATERIALS OR THE FUNCTIONING OF THE CP SITE WILL BE (I)

UNINTERRUPTED OR ERROR-FREE (II) WILL MEET YOUR SPECIFIC

REQUIREMENTS OR EXPECTATIONS. WITHOUT LIMITING THE GENERALITY OF

THE PREVIOUS SENTENCE, CP SPECIFICALLY DISCLAIMS ALL WARRANTIES,

EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. THE

LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CP MAKES NO

GUARANTEE OR CLAIM THAT YOU WILL EARN ANY RECRUITING FEES, OR

OTHER FEES, FROM THE SERVICES.

The warranties contained in this clause are given without prejudice to all other warranties or

conditions express or implied, including any warranty or condition of merchantability or fitness

for a particular purpose and of all other obligations or liabilities of Representative and any

other remedy provided elsewhere in this agreement or by law.

7. Indemnification

You agree to indemnify and hold harmless CP and its affiliates and their directors,

officers and employees from and against all taxes, losses, damages, liabilities, costs and

expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from

or in connection with (i) any negligent, reckless or intentionally wrongful act by You (or anyone

acting on Your behalf with respect to the Services), (ii) a determination by a court or agency that

You are not an independent contractor, (iii) any breach by You (or anyone acting on Your behalf

with respect to the Services) of any of the covenants and warranties contained in this Rep

Agreement, (iv) any failure by You to perform the Services in accordance with all applicable

laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights

resulting in whole or in part from CP’s use of any deliverables you may tender under this Rep

Agreement.

8. Non-solicitation

To the fullest extent permitted under applicable law, for nine (9) months from the

Effective Date (the “Restricted Period”), You will not, without the CP’s prior written consent,

directly or indirectly, solicit any of CP’s employees to leave their employment, or attempt to

solicit employees of the CP, either for Representative or for any other person or entity.

9. Limitation of Liability

A. NO INDIRECT LIABILITY. IN NO EVENT SHALL CP BE LIABLE TO YOU OR

TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR

CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF

BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,

WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER


THEORY OF LIABILITY, REGARDLESS OF WHETHER CP WAS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

B. LIMITATION OF LIABILITY. IN NO EVENT SHALL CP’S LIABILITY ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS

PAID BY CP TO YOU DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM

FOR THE SERVICES GIVING RISE TO SUCH LIABILITY.

C. APPLICABILITY. THE LIMITATIONS SET FORTH IN THIS CLAUSE

(I) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

(II) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN

FAILS OF ITS ESSENTIAL PURPOSE AND (III) ARE AN ESSENTIAL ELEMENT OF THE

BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. Miscellaneous

A. Governing Law; Consent to Personal Jurisdiction. This Rep Agreement

shall be governed by and construed in accordance with the laws of the State of New York

without regard to its choice or laws or conflict of laws principles. All disputes arising out of or

related to this Rep Agreement shall be submitted to the appropriate state and federal courts in

Manhattan, New York and each party consents to the jurisdiction of such courts.

B. Assignability. This Rep Agreement will be binding upon Your heirs,

executors, assigns, administrators, and other legal representatives, and will be for the benefit of

CP, its successors, and its assigns. There are no intended third-party beneficiaries to this

Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement,

You may not sell, assign or delegate any rights or obligations under this Agreement.

Notwithstanding anything to the contrary herein, CP may assign this Agreement and its rights

and obligations under this Agreement to any successor to all or substantially all of CP’s relevant

assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock,

or otherwise.

C. Entire Agreement. This Agreement constitutes the entire agreement and

understanding between the Parties with respect to the subject matter herein and supersedes all

prior written and oral agreements, discussions, or representations between the Parties. You

represent and warrants that You are not relying on any statement or representation not contained

in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the

terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise

expressly agreed by the Parties in such exhibit or schedule.

D. Severability. If a court or other body of competent jurisdiction finds, or the

Parties mutually believe, any provision of this Rep Agreement, or portion thereof, to be invalid

or unenforceable, such provision will be enforced to the maximum extent permissible so as to

effect the intent of the Parties, and the remainder of this Agreement will continue in full force

and effect.


E. Modification, Waiver. No modification of or amendment to this Rep

Agreement, nor any waiver of any rights under this Rep Agreement, will be effective unless in a

writing signed by the Parties. Waiver by CP of a breach of any provision of this Rep Agreement

will not operate as a waiver of any other or subsequent breach.

F. Notices. Any notice or other communication required or permitted by this

Agreement to be given to a Party shall be in writing and shall be deemed given (i) if to the

designated email account provided by a party to the other party, or (ii) as provided via the Terms

of Use.

G. Attorneys’ Fees. In any court action at law or equity that is brought by one

of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the

prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to

which that Party may be entitled.


TUTOR SIGN-UP OFFER

We hope you (sometimes herein “You”) will want to sign up to become a Tutor that can mentor

students (in fact anybody) in preparing to interview for jobs!

The terms of this Tutor Sign-Up Offer (“Sign Up Agreement”) apply only to current

undergraduate students at Harvard University, Yale University and the University of

Pennsylvania, and confirm how we are offering to pay small incentives to the first Tutors that

sign up. If you are reading this, you should have already accepted our Terms of Use (“Terms of

Use”); any payment to you (and eligibility) is expressly conditioned on your also agreeing

to/accepting the Terms of Use, and by accepting the Terms of Use and signing up as a Tutor you

shall be expressly agreeing to your eligibility for and agreeing to the terms of this Sign Up

Agreement; should you not want to be considered for the Sign Up Incentive (as defined below),

please let us know via email [email protected]. All terms not otherwise defined

herein shall have the same meaning as set forth in the Terms of Use. A “Tutor” shall mean an

individual that signs up as a Tutor on the CP Site, and commits to remain on the CP Site for a

minimum of sixty (60) days.

This is a LIMITED OFFER, and we will only be making payments to the first Tutors that

sign up through the end of September 2017 for round 1, and then December 31 2017 for round 2

(should there be a round 2); any additional payments to incremental Tutors that may sign up, if

we decided to expand the offer, are in CP’s sole discretion. Please note that once we hit our cap

(defined as an amount of tutors we deem is necessary to meet demand) for this sign up offer, this

link may be rendered inactive.

11. Sign Up Offer.

A. CP agrees to pay the first 75 Tutors (from each of the three schools this

Agreement applies to) that sign up on the CP Site thirty dollars (US$30) as a sign up bonus (the

“Sign Up Incentive”). All Tutors thereafter during the initial signup round (ending September 30,

2017), will receive twenty dollars (US$20).

B. Payment of the Sign Up Incentive will be made before November 1, 2017

provided You have signed up as a Tutor prior to September 30, 2017, and provided You have

given us the emails associated with your bank account login credentials. Any and all payments

due to you will be paid by CP via Chase QuickPay.

C. For the avoidance of doubt, this Sign Up Incentive solely applies to the

very first Tutors to sign up on the CP Site. Any responsibilities and any applicable compensation

for serving as a Tutor are separate and independent from this Tutor Sign Up Offer, and are solely

governed by the Terms of Use.

12. Standard Terms and Conditions. This Tutor Sign Up Offer expressly includes

the Standard Terms and Conditions above so please read all carefully.



PART 3:

STANDARD TERMS AND CONDITIONS TO TUTOR SIGN UP OFFER

13. Services Only To Be Performed By You; Return of Materials

A. Conflicting Obligations. You represent and warrant that You have no

agreements, relationships, or commitments to any other person or entity that materially conflict

with the provisions of this Sign Up Agreement, Your obligations to CP hereunder, and/or Your

ability to perform Tutoring services. Such Tutoring services shall be in accordance with the

associated terms and conditions on the CP Site governing the performance of being a Tutor.

B. No Sub-Contracting. You shall perform the Tutoring Services personally,

and shall not subcontract Services or elements thereof.

14. Term and Termination

A. This offer shall remain open until the earlier of September 30, 2017 or

once CP deems enough Tutors have signed up on the CP Site to meet demand. CP agrees to pay

“Initial Tutors” (defined as users who sign up as Tutors prior to September 30, 2017) between

US$20-30, and this payment is at the discretion of CP based on when the user signs up relative to

other Tutors. For the purposes of this Tutor Sign-Up Offer and applicable compensation, a

“Tutor” shall mean an individual that signs up as a Tutor on the CP Site (adds a minimum of one

“I Can Help With” card).

B. CP may terminate this agreement immediately and without prior notice if

You refuse to or are unable to perform Tutoring services or are in breach of any material

provision of the CP Site or any sub-agreement related to/linked to the CP Site (such as terms of

performing Tutoring services), including without limitation any of your representations and

warranties.

C. Upon any termination, all rights and duties of CP and You toward each

other shall cease except:

(1) Provided you are not in material breach, CP will pay the Sign Up

Incentive prior to November 1, 2017, provided You have signed up as a Tutor prior to September

30, 2017 and have remained on the CP Site.

(2) All clauses/provisions from these Standard Terms and Conditions

to Sign Up Agreement, together with all other provisions of the Terms of Use or related

applicable agreements which are part of the CP Site which may be reasonably interpreted or

construed as surviving expiration or termination of this agreement, will survive termination or

expiration of this Agreement in accordance with their terms.

15. Independent Contractor; Benefits

A. Independent Contractor. It is the express intention of the parties that You

perform Tutoring services as an independent contractor to CP. Nothing in this Agreement shall


in any way be construed to constitute You as an agent, employee or representative of CP.

Without limiting the generality of the foregoing, You are not authorized to bind CP to any

liability or obligation or to represent that You have any such authority. You agree to furnish (or

reimburse CP for) all tools and materials necessary to accomplish the Tutoring services and shall

incur all expenses associated with performance. You acknowledge and agree that You are

obligated to report as income all compensation received by You pursuant to any Tutoring

services. You agree to and acknowledge the obligation to pay all self-employment and other

taxes on such income.

16. Warranties.

9.1 Mutual Warranties. Each of CP and Representative hereby represent and warrant to

the other that: (a) such party has the right, power and authority to enter into this Sign Up

Agreement and to fully perform all of its obligations hereunder; (b) entering into this Sign Up

Agreement does not and will not violate any agreement or obligation existing between such party

and any third party, and (c) in exercising its rights and performing its obligations under this Sign

Up Agreement it shall comply with all applicable laws.

9.2 Representative Warranties. You further represent and warrant that:

A. You will perform all Tutoring Services in a good and workmanlike manner, using the

degree of skill, care, and judgment consistent with customarily accepted good business practice,

and in accordance with any terms governing such services within the CP Site; in so acting, you

will not take or perform any actions that would undermine the goodwill of CP or its reputation,

taking into account any specific guidelines and instructions provided by CP;


B. You shall be in compliance with all applicable laws, rules, regulations, orders and

directions enacted within the applicable jurisdiction or issued from time to time by any

competent regulatory authority within the applicable territory with respect to the performance of

any Tutoring services and provision of information, including without limitation all applicable

privacy laws;

9.3 Disclaimer of CP Warranties. ALL MATERIALS PROVIDED TO YOU ARE

PROVIDED OR LICENSED TO YOU ON AN “AS IS” BASIS. CP DOES NOT WARRANT

THAT ANY MATERIALS OR THE FUNCTIONING OF THE CP SITE WILL BE (I)

UNINTERRUPTED OR ERROR-FREE (II) WILL MEET YOUR SPECIFIC

REQUIREMENTS OR EXPECTATIONS. WITHOUT LIMITING THE GENERALITY OF

THE PREVIOUS SENTENCE, CP SPECIFICALLY DISCLAIMS ALL WARRANTIES,

EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. THE

LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CP MAKES NO

GUARANTEE OR CLAIM THAT YOU WILL EARN ANY RECRUITING FEES, OR

OTHER FEES, FROM THE SERVICES.

The warranties contained in this clause are given without prejudice to all other warranties or

conditions express or implied, including any warranty or condition of merchantability or fitness

for a particular purpose and of all other obligations or liabilities of Representative and any

other remedy provided elsewhere in this agreement or by law.

17. Limitation of Liability

A. NO INDIRECT LIABILITY. IN NO EVENT SHALL CP BE LIABLE TO YOU OR

TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR

CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF

BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,

WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER

THEORY OF LIABILITY, REGARDLESS OF WHETHER CP WAS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

B. LIMITATION OF LIABILITY. IN NO EVENT SHALL CP’S LIABILITY ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SIGN UP

INCENTIVE PAID BY CP TO YOU PRIOR TO THE CLAIM GIVING RISE TO SUCH

LIABILITY.


C. APPLICABILITY. THE LIMITATIONS SET FORTH IN THIS CLAUSE

(I) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

(II) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN

FAILS OF ITS ESSENTIAL PURPOSE AND (III) ARE AN ESSENTIAL ELEMENT OF THE

BASIS OF THE BARGAIN BETWEEN THE PARTIES.

18. Miscellaneous

A. Governing Law; Consent to Personal Jurisdiction. This Rep Agreement

shall be governed by and construed in accordance with the laws of the State of New York

without regard to its choice or laws or conflict of laws principles. All disputes arising out of or

related to this Rep Agreement shall be submitted to the appropriate state and federal courts in

Manhattan, New York and each party consents to the jurisdiction of such courts.

B. Entire Agreement. This Agreement constitutes the entire agreement and

understanding between the Parties with respect to the subject matter herein and supersedes all

prior written and oral agreements, discussions, or representations between the Parties. You

represent and warrants that You are not relying on any statement or representation not contained

in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the

terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise

expressly agreed by the Parties in such exhibit or schedule.

C. Severability. If a court or other body of competent jurisdiction finds, or the

Parties mutually believe, any provision of this Rep Agreement, or portion thereof, to be invalid

or unenforceable, such provision will be enforced to the maximum extent permissible so as to

effect the intent of the Parties, and the remainder of this Agreement will continue in full force

and effect.

D. Attorneys’ Fees. In any court action at law or equity that is brought by one

of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the

prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to

which that Party may be entitled.

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